BUILD-UP OPERATION INVOLVING THE ACQUISITION OF AN AGRI-FOOD GROUP
Our client is a listed agri-food company and a leader in its sector. As part of the development of its new business line, the company called on BECOUZE to assist with a build-up operation involving the acquisition of an independent group manufacturing finished food products, whose business is highly seasonal.
In this context, in addition to the confidential nature of the assignment, the challenge was to provide our client with comfort regarding the aggregates used in the valuation of the transaction (enterprise value) and to assist it in defining the components of the net financial debt of the target Group.
Organisation of the mission
To this end, our assignment was based on a review of both parties of the consolidated financial statements of the target Group and the financial statements of the consolidated companies for the last three financial years, including:
- Analysis of the quality of the financial management of operations,
- A critical review of the Group’s organisation,
- Analysis of the accounting rules and methods applied,
- A comparative review of the financial statements for the previous financial year,
- The systematic search for exceptional transactions,
- The HR review with a focus on headcount, remuneration and remuneration methods,
- Identification of the costs and risks associated with the acquisition of the target Group,
- A review of current taxation.
These analyses were also supplemented by:
- Various interviews conducted with the target Group’s General and Financial Management and their advisors,
- A search for information that would provide a better understanding of the target Group’s current trading (business trends).
CONCLUSION
The work that we conducted as part of this assignment enabled us to extract adjustments (one-off or normalisation) that led to an approximation of the normative historical performance of the target Group, as well as its adjusted net financial debt.
The various discussions we had with our client and the seller’s advisors quickly focused the negotiations on the Group’s net financial debt and, more particularly, on the restatement of normative WCR, on which additional detailed analyses were carried out in order to reach agreement between the two parties on a common definition.
